Unassociated Document


    INOVACHEM,
      INC.

    


    2008
      STOCK OPTION PLAN

     

    1.  Purpose.
      The
      purpose of this InovaChem, Inc. 2008 Stock Option Plan (the “Plan”) is to assist
      InovaChem, Inc., a Delaware corporation (the “Company”), and its Related
      Entities (as hereinafter defined) in attracting, motivating, retaining and
      rewarding high-quality executives and other key employees, officers, directors,
      consultants and other persons who provide services to the Company or its Related
      Entities by enabling such persons to acquire or increase a proprietary interest
      in the Company in order to strengthen the mutuality of interests between such
      persons and the Company’s stockholders, and providing such persons with
      performance incentives to expend their maximum efforts in the creation of
      stockholder value. 

     

    2.  Definitions.
      For
      purposes of the Plan, the following terms shall be defined as set forth below,
      in addition to such terms defined in Section 1 hereof. 

     

    (a)  “Award”
      means any Option, together with any other right or interest, granted to a
      Participant under the Plan. 

     

    (b)  “Award
      Agreement” means any written or electronic agreement, contract or other
      instrument or document evidencing any Award granted by the Committee hereunder,
      which does not need to require the signature of the Company or the Participant.
      

     

    (c)  “Beneficiary”
      means the person, persons, trust or trusts that have been designated by a
      Participant in his or her most recent written beneficiary designation filed
      with
      the Committee to receive the benefits specified under the Plan upon such
      Participant’s death or to which Awards or other rights are transferred if and to
      the extent permitted under Section 9(b) hereof. If, upon a Participant’s death,
      there is no designated Beneficiary or surviving designated Beneficiary, then
      the
      term Beneficiary means the person, persons, trust or trusts entitled by will
      or
      the laws of descent and distribution to receive such benefits. 

     

    (d)  “Beneficial
      Owner” shall have the meaning ascribed to such term in Rule 13d-3 under the
      Exchange Act and any successor to such Rule. 

     

    (e)  “Board”
      means the Company’s Board of Directors. 

     

    (f)  “Cause”
      shall, with respect to any Participant, have the meaning specified in the Award
      Agreement. In the absence of any definition in the Award Agreement, “Cause”
shall have the equivalent meaning or the same meaning as “cause” or “for cause”
set forth in any employment, consulting, or other agreement for the performance
      of services between the Participant and the Company or a Related Entity or,
      in
      the absence of any such agreement or any such definition in such agreement,
      such
      term shall mean (i) the failure by the Participant to perform, in a reasonable
      manner, his or her duties as assigned by the Company or a Related Entity, (ii)
      any violation or breach by the Participant of his or her employment, consulting
      or other similar agreement with the Company or a Related Entity, if any, or
      any
      policies and procedures established from time to time by the Company or any
      Related Entity, (iii) any violation or breach by the Participant of any
      non-competition, non-solicitation, non-disclosure and/or other similar agreement
      with the Company or a Related Entity, (iv) any act by the Participant of
      dishonesty or bad faith with respect to the Company or a Related Entity, (v)
      any
      involvement by the Participant in fraud, misappropriation or embezzlement
      related to the business or property of the Company, (vi) use of alcohol, drugs
      or other similar substances in a manner that adversely affects the Participant’s
      work performance, or (vii) the commission by the Participant of any act,
      misdemeanor, or crime reflecting unfavorably upon the Participant or the Company
      or any Related Entity. The good faith determination by the Committee of whether
      the Participant’s Continuous Service was terminated by the Company for “Cause”
shall be final and binding for all purposes hereunder. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (g)  “Change
      in Control” shall, with respect to any Participant, have the meaning specified
      in the Award Agreement. In the absence of any definition in the Award Agreement,
      “Change in Control” means a Change in Control as defined with related terms in
      Section 9(b) of the Plan. 

     

    (h)  “Code”
      means the Internal Revenue Code of 1986, as amended from time to time, including
      regulations thereunder and successor provisions and regulations thereto.


     

    (i)  “Committee”
      means a committee designated by the Board to administer the Plan; provided,
      however, that if the Board fails to designate a committee or if there are no
      longer any members on the committee so designated by the Board, then the
      Independent members of the Board shall serve as the Committee. The Committee
      shall consist of at least two directors, and each member of the Committee shall
      be (i) a “non-employee director” within the meaning of Rule 16b-3 (or any
      successor rule) under the Exchange Act, unless administration of the Plan by
      “non-employee directors” is not then required in order for exemptions under Rule
      16b-3 to apply to transactions under the Plan, (ii) an “outside director” within
      the meaning of Section 162(m) of the Code, and (iii) “Independent”.


     

    (j)  “Consultant”
      means any person (other than an Employee or a Director, solely with respect
      to
      rendering services in such person’s capacity as a director) or entity who is
      engaged by the Company or any Related Entity to render consulting or advisory
      services to the Company or such Related Entity. 

     

    (k)  “Continuous
      Service” means the uninterrupted provision of services to the Company or any
      Related Entity in any capacity of Employee, Director, Consultant or other
      service provider. Continuous Service shall not be considered to be interrupted
      in the case of (i) any approved leave of absence, (ii) transfers among the
      Company, any Related Entities, or any successor entities, in any capacity of
      Employee, Director, Consultant or other service provider, or (iii) any change
      in
      status as long as the individual remains in the service of the Company or a
      Related Entity in any capacity of Employee, Director, Consultant or other
      service provider (except as otherwise provided in the Award Agreement). An
      approved leave of absence shall include sick leave, military leave, or any
      other
      authorized personal leave. 

     

    (l)  “Covered
      Employee” means an Eligible Person who is a “covered employee” within the
      meaning of Section 162(m)(3) of the Code, or any successor provision thereto.
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (m)  “Director”
      means a member of the Board or the board of directors of any Related Entity.
      

     

    (n)  “Disability”
      shall, with respect to any Participant, have the meaning specified in the Award
      Agreement. In the absence of any definition in an Award Agreement, “Disability”
means a permanent and total disability (within the meaning of Section 22(e)
      of
      the Code), as determined by a medical doctor satisfactory to the Committee.
      

     

    (o)  “Effective
      Date” means the effective date of the Plan, which shall be the date on which the
      Plan is approved by the Board of Directors and, solely for purposes of complying
      with Section 162(m) of the Code, the Compensation Committee of the Board.


     

    (p)  “Eligible
      Person” means each officer, Director, Employee, Consultant and other person who
      provides services to the Company or any Related Entity. The foregoing
      notwithstanding, only employees of the Company, or any parent corporation or
      subsidiary corporation of the Company (as those terms are defined in Sections
      424(e) and (f) of the Code, respectively), shall be Eligible Persons for
      purposes of receiving any Incentive Stock Options. An Employee on an approved
      leave of absence (including sick leave, military leave, or any other authorized
      personal leave) may be considered as still in the employ of the Company or
      a
      Related Entity for purposes of eligibility for participation in the Plan.


     

    (q)  “Employee”
      means any person, including an officer or Director, who is an employee of the
      Company or any Related Entity. The payment of a director’s fee by the Company or
      a Related Entity shall not be sufficient to constitute “employment” by the
      Company. 

     

    (r)  “Exchange
      Act” means the Securities Exchange Act of 1934, as amended from time to time,
      including rules thereunder and successor provisions and rules thereto.


     

    (s)  “Fair
      Market Value” means as of any date that requires the determination of the Fair
      Market Value of any Award Agreement, the value of a Share on such date of
      determination, calculated as follows: 

     

    (i)  If
      the
      Shares are then listed or admitted to trading on the Nasdaq Stock Market or
      other national securities exchange which reports closing sale prices, the Fair
      Market Value shall be the closing sale price per Share on such date on the
      Nasdaq Stock Market or principal securities exchange on which the Shares are
      then listed or admitted to trading, or, if no closing sale price is quoted
      on
      such day, then the Fair Market Value shall be the closing sale price of the
      Shares on the Nasdaq Stock Market or such securities exchange on the next
      preceding day on which a closing sale price is reported; 

     

    (ii)  If
      the
      Shares are not then listed or admitted to trading on the Nasdaq Stock Market
      or
      another securities exchange which reports closing sale prices, the Fair Market
      Value shall be the average of the closing bid and asked prices of the Shares
      in
      the over-the-counter market on such date; or 

     

    (iii)  If
      neither (i) nor (ii) is applicable as of such date, then the Fair Market Value
      shall be determined by the Committee in good faith using any reasonable method
      of valuation, which determination shall be conclusive and binding on all
      interested parties. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    For
      the
      avoidance of doubt, when approving or authorizing an Award, the Committee can
      provide for the grant of an Award at a future date and in such event the
      determination of Fair Market Value as required under this Plan shall be as
      of
      such date of grant. 

    


    (t)  “Good
      Reason” shall, with respect to any Participant, have the meaning specified in
      the Award Agreement. In the absence of any definition in the Award Agreement,
      “Good Reason” shall have the equivalent meaning or the same meaning as “good
      reason” or “for good reason” set forth in any employment, consulting or other
      agreement for the performance of services between the Participant and the
      Company or a Related Entity or, in the absence of any such agreement or any
      such
      definition in such agreement, such term shall mean (i) the assignment to the
      Participant of any substantial duties or responsibilities inconsistent in any
      material respect with the Participant’s duties or responsibilities as assigned
      by the Company or a Related Entity, excluding for this purpose any action not
      taken in bad faith and which is remedied by the Company or a Related Entity
      promptly after receipt of notice thereof given by the Participant; (ii) any
      material failure by the Company or a Related Entity to comply with its
      obligations to the Participant as agreed upon, other than any failure not
      occurring in bad faith and which is remedied by the Company or a Related Entity
      promptly after receipt of notice thereof given by the Participant; or (iii)
      the
      Company’s or Related Entity’s requiring the Participant to be based at any
      office or location outside of fifty miles from the location of employment or
      service as of the date of Award, except for travel reasonably required in the
      performance of the Participant’s responsibilities. 

     

    (u)  “Incentive
      Stock Option” means any Option intended to be designated as an incentive stock
      option within the meaning of Section 422 of the Code or any successor provision
      thereto. 

     

    (v)  “Independent”,
      when referring to either the Board or members of the Committee, shall have
      the
      same meaning as used in the rules of the Nasdaq Stock Market or any national
      securities exchange on which any securities of the Company are listed for
      trading, and if not listed for trading, by the rules of the Nasdaq Stock Market.
      

     

    (w)  “Incumbent
      Board” means the Incumbent Board as defined in Section 9(b)(ii) of the Plan.


     

    (x)  “Option”
      means a right granted to a Participant under Section 6(b) hereof, to purchase
      Shares or other Awards at a specified price during specified time periods.
      

     

    (y)  “Optionee”
      means a person to whom an Option is granted under this Plan or any person who
      succeeds to the rights of such person under this Plan. 

     

    (z)  “Participant”
      means a person who was an Eligible Person at the time of grant and has been
      granted an Award under the Plan that remains outstanding, including a person
      who
      is no longer an Eligible Person. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (aa)  “Person”
      shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange
      Act and used in Sections 13(d) and 14(d) thereof, and shall include a “group” as
      defined in Section 13(d) thereof. 

     

    (bb)  “Related
      Entity” means any Subsidiary, and any business, corporation, partnership,
      limited liability company or other entity designated by Board in which the
      Company or a Subsidiary holds a substantial ownership interest, directly or
      indirectly. 

     

    (cc)  “Rule
      16b-3” means Rule 16b-3, as from time to time in effect and applicable to the
      Plan and Participants, promulgated by the Securities and Exchange Commission
      under Section 16 of the Exchange Act. 

     

    (dd)  “Stockholder
      Approval Date” means the date, on or after the Effective Date, on which this
      Plan is approved by stockholders of the Company eligible to vote in the election
      of directors, by a vote sufficient to meet the requirements of Code Sections
      162(m) (if applicable) and 422, Rule 16b-3 under the Exchange Act (if
      applicable), applicable requirements under the rules of the Nasdaq Stock Market
      or any national securities exchange on which any securities of the Company
      are
      listed for trading and other laws, regulations and obligations of the Company
      applicable to the Plan. 

     

    (ee)  “Shares”
      means the shares of common stock of the Company, par value $0.001 per share,
      and
      such other securities as may be substituted (or resubstituted) for Shares
      pursuant to Section 9(c) hereof.

     

    (ff)  “Subsidiary”
      means any corporation or other entity in which the Company has a direct or
      indirect ownership interest of 50% or more of the total combined voting power
      of
      the then outstanding securities or interests of such corporation or controls
      the
      board of directors or in which the Company has the right to receive 50% or
      more
      of the distribution of profits or 50% or more of the assets on liquidation
      or
      dissolution. 

     

    (gg)  “Substitute
      Awards” shall mean Awards granted by the Company in assumption of, or in
      substitution or exchange for, awards previously granted, or the right or
      obligation to make future awards, by a company acquired by the Company or any
      Related Entity or with which the Company or any Related Entity combines.


     

    3.  Administration.
      

     

    (a)  Authority
      of the Committee.
      The
      Plan shall be administered by the Committee, except to the extent the Board
      elects to administer the Plan, in which case the Plan shall be administered
      by
      only those Directors who are Independent, in which case references herein to
      the
“Committee” shall be deemed to include references to the Independent members of
      the Board. The Committee shall have full and final authority, in its sole
      discretion but subject to and consistent with the provisions of the Plan, to
      select Eligible Persons to become Participants, grant Awards, determine the
      type, number and other terms and conditions of, and all other matters relating
      to, Awards, prescribe Award Agreements (which need not be identical for each
      Participant) and rules and regulations for the administration of the Plan,
      construe and interpret the Plan and Award Agreements and correct defects, supply
      omissions or reconcile inconsistencies therein, and to make all other decisions
      and determinations as the Committee may deem necessary or advisable for the
      administration of the Plan. The terms and conditions prescribed by the Committee
      in any Award Agreement may include, in the discretion of the Committee,
      provisions requiring that a Participant forfeit and/or repay to the Company
      all
      or any portion of the value of any Award in the event that the Participant
      violates any noncompetition, nonsolicitation, confidentiality or other agreement
      with the Company or any Related Entity. In exercising any discretion granted
      to
      the Committee under the Plan or pursuant to any Award, the Committee shall
      not
      be required to follow past practices, act in a manner consistent with past
      practices, or treat any Eligible Person or Participant in a manner consistent
      with the treatment of other Eligible Persons or Participants. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)  Manner
      of Exercise of Committee Authority.
      Notwithstanding anything herein to the contrary, the Committee, and not the
      Board, shall exercise sole and exclusive discretion on any matter relating
      to a
      Participant then subject to Section 16 of the Exchange Act with respect to
      the
      Company to the extent necessary in order that transactions by such Participant
      shall be exempt under Rule 16b-3 under the Exchange Act. Any action of the
      Committee shall be final, conclusive and binding on all persons, including
      the
      Company, its Related Entities, Participants, Beneficiaries, transferees under
      Section 9(b) hereof or other persons claiming rights from or through a
      Participant, and stockholders. The express grant of any specific power to the
      Committee, and the taking of any action by the Committee, shall not be construed
      as limiting any power or authority of the Committee. The Committee may delegate
      to officers or managers of the Company or any Related Entity, or committees
      thereof, the authority, subject to such terms as the Committee shall determine
      to perform such functions, including administrative functions as the Committee
      may determine, to the extent that such delegation will not result in the loss
      of
      an exemption under Rule 16b-3(d)(1) for Awards granted to Participants subject
      to Section 16 of the Exchange Act in respect of the Company and will not cause
      Awards intended to qualify as “performance-based compensation” under Code
      Section 162(m) to fail to so qualify. The Committee may appoint agents to assist
      it in administering the Plan. 

     

    (c)  Limitation
      of Liability.
      The
      Committee and the Board, and each member thereof, shall be entitled to, in
      good
      faith, rely or act upon any report or other information furnished to him or
      her
      by any officer or Employee, the Company’s independent auditors, attorneys,
      Consultants or any other agents assisting in the administration of the Plan.
      Members of the Committee and the Board, and any officer or Employee acting
      at
      the direction or on behalf of the Committee or the Board, shall not be
      personally liable for any action or determination taken or made in good faith
      with respect to the Plan, and shall, to the extent permitted by law, be fully
      indemnified and protected by the Company with respect to any such action or
      determination. 

     

    4.  Shares
      Subject to Plan.
      

     

    (a)  Limitation
      on Overall Number of Shares Available for Delivery Under Plan.
      Subject
      to adjustment as provided in Section 9(c) hereof, the total number of Shares
      available for delivery under the Plan shall be the sum of (i) 2,000,000, plus
      (ii) the number of Shares with respect to Awards previously granted under the
      Plan that terminate without being exercised, expire, are forfeited or canceled,
      are exchanged for Awards that do not involve Shares, or are settled in cash
      in
      lieu of Shares. Any Shares that are subject to Awards shall be counted against
      this limit as one (1) Share for every one (1) Share granted. Any Shares
      delivered under the Plan may consist, in whole or in part, of authorized and
      unissued shares or treasury shares. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)  Application
      of Limitation to Grants of Award.
      No
      Award may be granted if the number of Shares to be delivered in connection
      with
      such an Award exceeds the number of Shares remaining available for delivery
      under the Plan, minus the number of Shares deliverable in settlement of or
      relating to then outstanding Awards. The Committee may adopt reasonable counting
      procedures to ensure appropriate counting, avoid double counting (as, for
      example, in the case of tandem or substitute awards) and make adjustments if
      the
      number of Shares actually delivered differs from the number of Shares previously
      counted in connection with an Award. 

     

    (c)  Availability
      of Shares Not Delivered under Awards and Adjustments to Limits.
      

     

    (i)  Any
      Shares that are subject to an Award that terminates without being exercised,
      expires, is forfeited or canceled, is exchanged for an Award that does not
      involve Shares or is settled in cash in lieu of Shares, shall, to the extent
      of
      such termination, expiration, forfeiture, cancellation, or exchange for another
      Award or settlement in cash, again be available for Awards under the Plan,
      subject to Section 4(c)(v) below. 

     

    (ii)  In
      the
      event that any Award granted hereunder is exercised through the tendering of
      Shares (either actually or by attestation) or by the withholding of Shares
      by
      the Company, or withholding tax liabilities arising from such Award are
      satisfied by the tendering of Shares (either actually or by attestation) or
      by
      the withholding of Shares by the Company, then the Shares so tendered or
      withheld shall not be counted for purposes of determining the maximum number
      of
      Shares available for grant under the Plan. 

     

    (iii)  Substitute
      Awards shall not reduce the Shares authorized for grant under the Plan or
      authorized for grant to a Participant in any period. Additionally, in the event
      that a company acquired by the Company or any Related Entity or with which
      the
      Company or any Related Entity combines has shares available under a pre-existing
      plan approved by stockholders and not adopted in contemplation of such
      acquisition or combination, the shares available for delivery pursuant to the
      terms of such pre-existing plan (as adjusted, to the extent appropriate, using
      the exchange ratio or other adjustment or valuation ratio or formula used in
      such acquisition or combination to determine the consideration payable to the
      holders of common stock of the entities party to such acquisition or
      combination) may be used for Awards under the Plan and shall not reduce the
      Shares authorized for delivery under the Plan; provided that Awards using such
      available shares shall not be made after the date awards or grants could have
      been made under the terms of the pre-existing plan, absent the acquisition
      or
      combination, and shall only be made to individuals who were not Employees or
      Directors prior to such acquisition or combination. 

     

    (iv)  Any
      Shares that again become available for grant pursuant to this Section 4(c)
      shall
      be added back as one (1) Share. 

     

    (v)  Notwithstanding
      anything in this Section 4(c) to the contrary and solely for purposes of
      determining whether Shares are available for the delivery of Incentive Stock
      Options, the maximum aggregate number of shares that may be granted under this
      Plan shall be determined without regard to any Shares restored pursuant to
      this
      Section 4(c) that, if taken into account, would cause the Plan to fail the
      requirement under Code Section 422 that the Plan designate a maximum aggregate
      number of shares that may be issued. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.  Eligibility;
      Per-Person Award Limitations.
      Awards
      may be granted under the Plan only to Eligible Persons. Subject to adjustment
      as
      provided in Section 9(c), in any fiscal year of the Company during any part
      of
      which the Plan is in effect, no Participant may be granted Options with respect
      to more than 375,000 Shares, if Section 162(m) is applicable. 

     

    6.  Specific
      Terms of Awards.
      

     

    (a)  General.
      Awards
      may be granted on the terms and conditions set forth in this Section 6. In
      addition, the Committee may impose on any Award or the exercise thereof, at
      the
      date of grant or thereafter (subject to Section 9(e)), such additional terms
      and
      conditions, not inconsistent with the provisions of the Plan, as the Committee
      shall determine, including terms requiring forfeiture of Awards in the event
      of
      termination of the Participant’s Continuous Service and terms permitting a
      Participant to make elections relating to his or her Award. The terms and
      conditions of any Award granted under the Plan shall be set forth in an Award
      Agreement which shall contain provisions determined by the Committee and not
      inconsistent with the Plan. The Committee shall retain full power and discretion
      to accelerate, waive or modify, at any time, any term or condition of an Award
      that is not mandatory under the Plan or that is prohibited by applicable law
      or
      securities exchange rule. Except in cases in which the Committee is authorized
      to require other forms of consideration under the Plan, or to the extent other
      forms of consideration must be paid to satisfy the requirements of Delaware
      law,
      no consideration other than services may be required for the grant (but not
      the
      exercise) of any Award. 

     

    (b)  Options.
      The
      Committee is authorized to grant Options to any Eligible Person on the following
      terms and conditions. The terms and conditions of any Option granted under
      the
      Plan shall be set forth in an Award Agreement which shall contain provisions
      determined by the Committee and not inconsistent with the Plan. 

     

    (i)  Exercise
      Price.
      Other
      than in connection with Substitute Awards, the exercise price per Share
      purchasable under an Option shall be determined by the Committee, provided
      that
      such exercise price shall not be less than 100% of the Fair Market Value of
      a
      Share on the date of grant of the Option and shall not, in any event, be less
      than the par value of a Share on the date of grant of the Option. If an Employee
      owns or is deemed to own (by reason of the attribution rules applicable under
      Section 424(d) of the Code) more than 10% of the combined voting power of all
      classes of stock of the Company (or any parent corporation or subsidiary
      corporation of the Company, as those terms are defined in Sections 424(e) and
      (f) of the Code, respectively) and an Incentive Stock Option is granted to
      such
      employee, the exercise price of such Incentive Stock Option (to the extent
      required by the Code at the time of grant) shall be no less than 110% of the
      Fair Market Value of a Share on the date such Incentive Stock Option is granted.
      Other than pursuant to Section 9(c), the Committee shall not be permitted to
      (A)
      lower the exercise price per Share of an Option after it is granted, (B) cancel
      an Option when the exercise price per Share exceeds the Fair Market Value of
      the
      underlying Shares in exchange for another Award (other than in connection with
      Substitute Awards), or (C) take any other action with respect to an Option
      that
      may be treated as a repricing, without approval of the Company’s stockholders.


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (ii)  Time
      and Method of Exercise.
      The
      Committee shall determine the time or times at which or the circumstances under
      which an Option may be exercised in whole or in part (including based on
      achievement of performance goals and/or future service requirements), the time
      or times at which Options shall cease to be or become exercisable following
      termination of Continuous Service or upon other conditions, the methods by
      which
      the exercise price may be paid or deemed to be paid (including in the discretion
      of the Committee a cashless exercise procedure to the extent that it does not
      violate the prohibition on personal loans to executive officers and Directors
      imposed by the Sarbanes-Oxley Act of 2002), the form of such payment, including,
      without limitation, cash, Shares, other Awards or awards granted under other
      plans of the Company or a Related Entity, or other property (including notes
      or
      other contractual obligations of Participants to make payment on a deferred
      basis provided that such deferred payments are not in violation of the
      Sarbanes-Oxley Act of 2002, or any rule or regulation adopted thereunder or
      any
      other applicable law), and the methods by or forms in which Shares will be
      delivered or deemed to be delivered to Participants. Except under certain
      circumstances contemplated by Section 8 or as may be set forth in an Award
      Agreement with respect to the death or Disability of a Participant, Options
      shall not be exercisable before the expiration of one year from the date the
      Option is granted. 

     

    (iii)  Incentive
      Stock Options.
      The
      terms of any Incentive Stock Option granted under the Plan shall comply in
      all
      respects with the provisions of Section 422 of the Code. Anything in the Plan
      to
      the contrary notwithstanding, no term of the Plan relating to Incentive Stock
      Options shall be interpreted, amended or altered, nor shall any discretion
      or
      authority granted under the Plan be exercised, so as to disqualify either the
      Plan or any Incentive Stock Option under Section 422 of the Code, unless the
      Participant has first requested, or consents to, the change that will result
      in
      such disqualification. Thus, if and to the extent required to comply with
      Section 422 of the Code, Options granted as Incentive Stock Options shall be
      subject to the following special terms and conditions: 

     

    (1)  the
      Option shall not be exercisable more than ten years after the date such
      Incentive Stock Option is granted; provided, however, that if a Participant
      owns
      or is deemed to own (by reason of the attribution rules of Section 424(d) of
      the
      Code) more than 10% of the combined voting power of all classes of stock of
      the
      Company (or any parent corporation or subsidiary corporation of the Company,
      as
      those terms are defined in Sections 424(e) and (f) of the Code, respectively)
      and the Incentive Stock Option is granted to such Participant, the term of
      the
      Incentive Stock Option shall be (to the extent required by the Code at the
      time
      of the grant) for no more than five years from the date of grant; and


     

    (2)  the
      aggregate Fair Market Value (determined as of the date the Incentive Stock
      Option is granted) of the Shares with respect to which Incentive Stock Options
      granted under the Plan and all other option plans of the Company (and any parent
      corporation or subsidiary corporation of the Company, as those terms are defined
      in Sections 424(e) and (f) of the Code, respectively) during any calendar year
      exercisable for the first time by the Participant during any calendar year
      shall
      not (to the extent required by the Code at the time of the grant) exceed
      $100,000. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    7.  Certain
      Provisions Applicable to Awards.
      

     

    (a)  Stand-Alone,
      Additional, Tandem, and Substitute Awards.
      Awards
      granted under the Plan may, in the discretion of the Committee, be granted
      either alone or in addition to, in tandem with, or in substitution or exchange
      for, any other Award or any award granted under another plan of the Company,
      any
      Related Entity, or any business entity to be acquired by the Company or a
      Related Entity, or any other right of a Participant to receive payment from
      the
      Company or any Related Entity. Such additional, tandem, and substitute or
      exchange Awards may be granted at any time. If an Award is granted in
      substitution or exchange for another Award or award, the Committee shall require
      the surrender of such other Award or award in consideration for the grant of
      the
      new Award. In addition, Awards may be granted in lieu of cash compensation,
      including in lieu of cash amounts payable under other plans of the Company
      or
      any Related Entity, in which the value of Stock subject to the Award is
      equivalent in value to the cash compensation. 

     

    (b)  Term
      of Awards.
      The
      term of each Award shall be for such period as may be determined by the
      Committee; provided that in no event shall the term of any Award exceed a period
      of ten years (or in the case of an Incentive Stock Option such shorter term
      as
      may be required under Section 422 of the Code). 

     

    (c)  Form
      and Timing of Payment Under Awards; Deferrals.
      Subject
      to the terms of the Plan and any applicable Award Agreement, payments to be
      made
      by the Company or a Related Entity upon the exercise of an Option may be made
      in
      such forms as the Committee shall determine, including, without limitation,
      cash, Shares, other Awards or other property, and may be made in a single
      payment or transfer, in installments, or on a deferred basis. Any installment
      or
      deferral provided for in the preceding sentence shall, however, be subject
      to
      the Company’s compliance with the provisions of the Sarbanes-Oxley Act of 2002,
      the rules and regulations adopted by the Securities and Exchange Commission
      thereunder, and all applicable rules of the Nasdaq Stock Market or any national
      securities exchange on which the Company’s securities are listed for trading
      and, if not listed for trading on either the Nasdaq Stock Market or a national
      securities exchange, then the rules of the Nasdaq Stock Market. The settlement
      of any Award may be accelerated, and cash paid in lieu of Shares in connection
      with such settlement, in the discretion of the Committee or upon occurrence
      of
      one or more specified events (in addition to a Change in Control). Installment
      or deferred payments may be required by the Committee (subject to Section 9(e)
      of the Plan, including the consent provisions thereof in the case of any
      deferral of an outstanding Award not provided for in the original Award
      Agreement) or permitted at the election of the Participant on terms and
      conditions established by the Committee. 

     

    (d)  Exemptions
      from Section 16(b) Liability.
      It is
      the intent of the Company that the grant of any Awards to or other transaction
      by a Participant who is subject to Section 16 of the Exchange Act shall be
      exempt from Section 16 pursuant to an applicable exemption (except for
      transactions acknowledged in writing to be non-exempt by such Participant).
      Accordingly, if any provision of this Plan or any Award Agreement does not
      comply with the requirements of Rule 16b-3 then applicable to any such
      transaction, such provision shall be construed or deemed amended to the extent
      necessary to conform to the applicable requirements of Rule 16b-3 so that such
      Participant shall avoid liability under Section 16(b). 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (e)  Code
      Section 409A.
      Notwithstanding any other provision of the Plan or an Award Agreement to the
      contrary, to the extent that the Committee determines that any Award granted
      under the Plan is subject to Section 409A of the Code, it is the intent of
      the
      parties to the applicable Award Agreement that such Award Agreement incorporate
      the terms and conditions necessary to avoid the consequences specified in
      Section 409A(a)(1) of the Code and that such Award Agreement and the terms
      of
      the Plan as applicable to such Award be interpreted and construed in compliance
      with Section 409A of the Code and the Treasury regulations and other
      interpretive guidance issued thereunder. Notwithstanding the foregoing, the
      Company shall not be required to assume any increased economic burden in
      connection therewith. 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    8.  Change
      in Control. 

     

    (a)  Effect
      of
“Change in Control.” Subject to Section 8(a)(iv), and if and only to the extent
      provided in the Award Agreement, or to the extent otherwise determined by the
      Committee, upon the occurrence of a Change in Control: 

     

    


    (i)  Any
      Option that was not previously vested and exercisable as of the time of the
      Change in Control shall become immediately vested and exercisable, subject
      to
      applicable restrictions set forth in Section 9(a) hereof. 

     

    (ii)  With
      respect to any outstanding Award subject to achievement of performance goals
      and
      conditions under the Plan, the Committee may, in its discretion, deem such
      performance goals and conditions as having been met as of the date of the Change
      in Control. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (iii)  Notwithstanding
      the foregoing, if in the event of a Change in Control the successor company
      assumes or substitutes for an Option, then each outstanding Option shall not
      be
      accelerated as described in Sections 8(a)(i) and (ii). For the purposes of
      this
      Section 8(a)(iii), an Option shall be considered assumed or substituted for
      if
      following the Change in Control the award confers the right to purchase or
      receive, for each Share subject to the Option immediately prior to the Change
      in
      Control, the consideration (whether stock, cash or other securities or property)
      received in the transaction constituting a Change in Control by holders of
      Shares for each Share held on the effective date of such transaction (and if
      holders were offered a choice of consideration, the type of consideration chosen
      by the holders of a majority of the outstanding shares); provided, however,
      that
      if such consideration received in the transaction constituting a Change in
      Control is not solely common stock of the successor company or its parent or
      subsidiary, the Committee may, with the consent of the successor company or
      its
      parent or subsidiary, provide that the consideration to be received upon the
      exercise or vesting of an Option, for each Share subject thereto, will be solely
      common stock of the successor company or its parent or subsidiary substantially
      equal in fair market value to the per share consideration received by holders
      of
      Shares in the transaction constituting a Change in Control. The determination
      of
      such substantial equality of value of consideration shall be made by the
      Committee in its sole discretion and its determination shall be conclusive
      and
      binding. Notwithstanding the foregoing, on such terms and conditions as may
      be
      set forth in an Award Agreement, in the event of a termination of a
      Participant’s employment in such successor company (other than for Cause) within
      24 months following such Change in Control, each Award held by such Participant
      at the time of the Change in Control shall be accelerated as described in
      Sections 8(a)(i), (ii) and (iii) above. 

     

    (b)  Definition
      of “Change in Control”. Unless otherwise specified in an Award Agreement, a
“Change in Control” shall mean the occurrence of any of the following:


     

    (i)  The
      acquisition by any Person of Beneficial Ownership (within the meaning of Rule
      13d-3 promulgated under the Exchange Act) of more than fifty percent (50%)
      of
      either (A) the then outstanding shares of common stock of the Company (the
      “Outstanding Company Common Stock”) or (B) the combined voting power of the then
      outstanding voting securities of the Company entitled to vote generally in
      the
      election of directors (the “Outstanding Company Voting Securities) (the
      foregoing Beneficial Ownership hereinafter being referred to as a “Controlling
      Interest”); provided, however, that for purposes of this Section 8(b), the
      following acquisitions shall not constitute or result in a Change of Control:
      (v) any acquisition directly from the Company; (w) any acquisition by the
      Company; (x) any acquisition by any Person that as of the Effective Date owns
      Beneficial Ownership of a Controlling Interest; (y) any acquisition by any
      employee benefit plan (or related trust) sponsored or maintained by the Company
      or any Subsidiary; or (z) any acquisition by any corporation pursuant to a
      transaction which complies with clauses (A), (B) and (C) of subsection (iii)
      below; or 

     

    (ii)  During
      any period of two (2) consecutive years (not including any period prior to
      the
      Effective Date) individuals who constitute the Board on the Effective Date
      (the
“Incumbent Board”) cease for any reason to constitute at least a majority of the
      Board; provided, however, that any individual becoming a director subsequent
      to
      the Effective Date whose election, or nomination for election by the Company’s
      stockholders, was approved by a vote of at least a majority of the directors
      then comprising the Incumbent Board shall be considered as though such
      individual were a member of the Incumbent Board, but excluding, for this
      purpose, any such individual whose initial assumption of office occurs as a
      result of an actual or threatened election contest with respect to the election
      or removal of directors or other actual or threatened solicitation of proxies
      or
      consents by or on behalf of a Person other than the Board; or

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (iii)  Consummation
      of a reorganization, merger, statutory share exchange or consolidation or
      similar corporate transaction involving the Company or any of its Subsidiaries,
      a sale or other disposition of all or substantially all of the assets of the
      Company, or the acquisition of assets or stock of another entity by the Company
      or any of its Subsidiaries (each a “Business Combination”), in each case,
      unless, following such Business Combination, (A) all or substantially all of
      the
      individuals and entities who were the Beneficial Owners, respectively, of the
      Outstanding Company Common Stock and Outstanding Company Voting Securities
      immediately prior to such Business Combination beneficially own, directly or
      indirectly, more than fifty percent (50%) of the then outstanding shares of
      common stock and the combined voting power of the then outstanding voting
      securities entitled to vote generally in the election of directors, as the
      case
      may be, of the corporation resulting from such Business Combination (including,
      without limitation, a corporation which as a result of such transaction owns
      the
      Company or all or substantially all of the Company’s assets either directly or
      through one or more subsidiaries) in substantially the same proportions as
      their
      ownership, immediately prior to such Business Combination of the Outstanding
      Company Common Stock and Outstanding Company Voting Securities, as the case
      may
      be, (B) no Person (excluding any employee benefit plan (or related trust) of
      the
      Company or such corporation resulting from such Business Combination or any
      Person that as of the Effective Date owns Beneficial Ownership of a Controlling
      Interest) beneficially owns, directly or indirectly, fifty percent (50%) or
      more
      of the then outstanding shares of common stock of the corporation resulting
      from
      such Business Combination or the combined voting power of the then outstanding
      voting securities of such corporation except to the extent that such ownership
      existed prior to the Business Combination and (C) at least a majority of the
      members of the Board of Directors of the corporation resulting from such
      Business Combination were members of the Incumbent Board at the time of the
      execution of the initial agreement, or of the action of the Board, providing
      for
      such Business Combination; or 

     

    (iv)  Approval
      by the stockholders of the Company of a complete liquidation or dissolution
      of
      the Company. 

     

    9.  General
      Provisions.
      

     

    (a)  Compliance
      With Legal and Other Requirements.
      The
      Company may, to the extent deemed necessary or advisable by the Committee,
      postpone the issuance or delivery of Shares or payment of other benefits under
      any Award until completion of such registration or qualification of such Shares
      or other required action under any federal or state law, rule or regulation,
      listing or other required action with respect to any stock exchange or automated
      quotation system upon which the Shares or other Company securities are listed
      or
      quoted, or compliance with any other obligation of the Company, as the
      Committee, may consider appropriate, and may require any Participant to make
      such representations, furnish such information and comply with or be subject
      to
      such other conditions as it may consider appropriate in connection with the
      issuance or delivery of Shares or payment of other benefits in compliance with
      applicable laws, rules, and regulations, listing requirements, or other
      obligations. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)  Limits
      on Transferability; Beneficiaries.
      No
      Award or other right or interest granted under the Plan shall be pledged,
      hypothecated or otherwise encumbered or subject to any lien, obligation or
      liability of such Participant to any party, or assigned or transferred by such
      Participant otherwise than by will or the laws of descent and distribution
      or to
      a Beneficiary upon the death of a Participant, and such Awards or rights that
      may be exercisable shall be exercised during the lifetime of the Participant
      only by the Participant or his or her guardian or legal representative, except
      that Awards and other rights may be transferred to one or more Beneficiaries
      or
      other transferees during the lifetime of the Participant, and may be exercised
      by such transferees in accordance with the terms of such Award, but only if
      and
      to the extent such transfers are permitted by the Committee pursuant to the
      express terms of an Award Agreement (subject to any terms and conditions which
      the Committee may impose thereon). A Beneficiary, transferee, or other person
      claiming any rights under the Plan from or through any Participant shall be
      subject to all terms and conditions of the Plan and any Award Agreement
      applicable to such Participant, except as otherwise determined by the Committee,
      and to any additional terms and conditions deemed necessary or appropriate
      by
      the Committee. 

     

    (c)  Adjustments.
      

     

    (i)  Adjustments
      to Awards.
      In the
      event that any extraordinary dividend or other distribution (whether in the
      form
      of cash, Shares, or other property), recapitalization, forward or reverse split,
      reorganization, merger, consolidation, spin-off, combination, repurchase, share
      exchange, liquidation, dissolution or other similar corporate transaction or
      event affects the Shares and/or such other securities of the Company or any
      other issuer such that a substitution, exchange, or adjustment is determined
      by
      the Committee to be appropriate, then the Committee shall, in such manner as
      it
      may deem equitable, substitute, exchange or adjust any or all of (A) the number
      and kind of Shares which may be delivered in connection with Awards granted
      thereafter, (B) the number and kind of Shares by which annual per-person Award
      limitations are measured under Section 5 hereof, (C) the number and kind of
      Shares subject to or deliverable in respect of outstanding Awards, (D) the
      exercise price, grant price or purchase price relating to any Award and/or
      make
      provision for payment of cash or other property in respect of any outstanding
      Award, and (E) any other aspect of any Award that the Committee determines
      to be
      appropriate. 

     

    (ii)  Adjustments
      in Case of Certain Corporate Transactions.
      In the
      event of any merger, consolidation or other reorganization in which the Company
      does not survive, or in the event of any Change in Control, any outstanding
      Awards may be dealt with in accordance with any of the following approaches,
      as
      determined by the agreement effectuating the transaction or, if and to the
      extent not so determined, as determined by the Committee: (a) the continuation
      of the outstanding Awards by the Company, if the Company is the surviving
      corporation, (b) the assumption or substitution for, as those terms are
      described in Section 8(b)(iv) hereof, the outstanding Awards by the surviving
      corporation or its parent or subsidiary, (c) full exercisability or vesting
      and
      accelerated expiration of the outstanding Awards, or (d) settlement of the
      value
      of the outstanding Awards in cash or cash equivalents or other property followed
      by cancellation of such Awards (which value shall be measured by the amount,
      if
      any, by which the Fair Market Value of a Share exceeds the exercise or grant
      price of the Option as of the effective date of the transaction). The Committee
      shall give written or electronic notice of any proposed transaction referred
      to
      in this Section 9(c)(ii) a reasonable period of time prior to the closing date
      for such transaction (which notice may be given either before or after the
      approval of such transaction), in order that Participants may have a reasonable
      period of time prior to the closing date of such transaction within which to
      exercise any Awards that are then exercisable (including any Awards that may
      become exercisable upon the closing date of such transaction). A Participant
      may
      condition his exercise of any Awards upon the consummation of the transaction.
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (iii)  Other
      Adjustments.
      The
      Committee (and the Board if and only to the extent such authority is not
      required to be exercised by the Committee to comply with Section 162(m) of
      the
      Code) is authorized to make adjustments in the terms and conditions of, and
      the
      criteria included in, Awards (including Performance Awards, or performance
      goals
      relating thereto) in recognition of unusual or nonrecurring events (including,
      without limitation, acquisitions and dispositions of businesses and assets)
      affecting the Company, any Related Entity or any business unit, or the financial
      statements of the Company or any Related Entity, or in response to changes
      in
      applicable laws, regulations, accounting principles, tax rates and regulations
      or business conditions or in view of the Committee’s assessment of the business
      strategy of the Company, any Related Entity or business unit thereof,
      performance of comparable organizations, economic and business conditions,
      personal performance of a Participant, and any other circumstances deemed
      relevant; provided that no such adjustment shall be authorized or made if and
      to
      the extent that such authority or the making of such adjustment would cause
      Options granted pursuant to Section 8(b) hereof to Participants designated
      by
      the Committee as Covered Employees and intended to qualify as “performance-based
      compensation” under Code Section 162(m) and the regulations thereunder to
      otherwise fail to qualify as “performance-based compensation” under Code Section
      162(m) and regulations thereunder. 

     

    (d)  Taxes.
      The
      Company and any Related Entity are authorized to withhold from any Award
      granted, any payment relating to an Award under the Plan, including from a
      distribution of Shares, or any payroll or other payment to a Participant,
      amounts of withholding and other taxes due or potentially payable in connection
      with any transaction involving an Award, and to take such other action as the
      Committee may deem advisable to enable the Company or any Related Entity and
      Participants to satisfy obligations for the payment of withholding taxes and
      other tax obligations relating to any Award. This authority shall include
      authority to withhold or receive Shares (recognizing that if and to the extent
      that the Shares withheld exceed certain minimum statutory withholding
      requirements, such withholding may cause the Award to be treated as a liability
      subject to potential unfavorable financial accounting treatment) or other
      property and to make cash payments in respect thereof in satisfaction of a
      Participant’s tax obligations, either on a mandatory or elective basis in the
      discretion of the Committee. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (e)  Changes
      to the Plan and Awards. The Board may amend, alter, suspend, discontinue or
      terminate the Plan, or the Committee’s authority to grant Awards under the Plan,
      without the consent of stockholders or Participants, except that any amendment
      or alteration to the Plan shall be subject to the approval of the Company’s
      stockholders not later than the annual meeting next following such Board action
      if such stockholder approval is required by any federal or state law or
      regulation (including, without limitation, Rule 16b-3 or Code Section 162(m))
      or
      the rules of the Nasdaq Global Select Market or any national securities exchange
      on which any securities of the Company are listed for trading, and the Board
      may
      otherwise, in its discretion, determine to submit other such changes to the
      Plan
      to stockholders for approval; provided that, without the consent of an affected
      Participant, no such Board action may materially and adversely affect the rights
      of such Participant under any previously granted and outstanding Award. The
      Committee may waive any conditions or rights under, or amend, alter, suspend,
      discontinue or terminate any Award theretofore granted and any Award Agreement
      relating thereto, except as otherwise provided in the Plan; provided that,
      without the consent of an affected Participant, no such Committee or the Board
      action may materially and adversely affect the rights of such Participant under
      such Award. 

     

    (f)  Limitation
      on Rights Conferred Under Plan.
      Neither
      the Plan nor any action taken hereunder shall be construed as (i) giving any
      Eligible Person or Participant the right to continue as an Eligible Person
      or
      Participant or in the employ or service of the Company or a Related Entity;
      (ii)
      interfering in any way with the right of the Company or a Related Entity to
      terminate any Eligible Person’s or Participant’s Continuous Service at any time,
      (iii) giving an Eligible Person or Participant any claim to be granted any
      Award
      under the Plan or to be treated uniformly with other Participants and Employees,
      or (iv) conferring on a Participant any of the rights of a stockholder of the
      Company unless and until the Participant is duly issued or transferred Shares
      in
      accordance with the terms of an Award. 

     

    (g)  Unfunded
      Status of Awards; Creation of Trusts. The Plan is intended to constitute an
      “unfunded” plan for incentive and deferred compensation. With respect to any
      payments not yet made to a Participant or obligation to deliver Shares pursuant
      to an Award, nothing contained in the Plan or any Award shall give any such
      Participant any rights that are greater than those of a general creditor of
      the
      Company; provided that the Committee may authorize the creation of trusts and
      deposit therein cash, Shares, other Awards or other property, or make other
      arrangements to meet the Company’s obligations under the Plan. Such trusts or
      other arrangements shall be consistent with the “unfunded” status of the Plan
      unless the Committee otherwise determines with the consent of each affected
      Participant. The trustee of such trusts may be authorized to dispose of trust
      assets and reinvest the proceeds in alternative investments, subject to such
      terms and conditions as the Committee may specify and in accordance with
      applicable law. 

     

    (h)  Nonexclusivity
      of the Plan.
      Neither
      the adoption of the Plan by the Board nor its submission to the stockholders
      of
      the Company for approval shall be construed as creating any limitations on
      the
      power of the Board or a committee thereof to adopt such other incentive
      arrangements as it may deem desirable including incentive arrangements and
      awards which do not qualify under Section 162(m) of the Code. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (i)  Payments
      in the Event of Forfeitures; Fractional Shares.
      Unless
      otherwise determined by the Committee, in the event of a forfeiture of an Award
      with respect to which a Participant paid cash or other consideration, the
      Participant shall be repaid the amount of such cash or other consideration.
      No
      fractional Shares shall be issued or delivered pursuant to the Plan or any
      Award. The Committee shall determine whether cash, other Awards or other
      property shall be issued or paid in lieu of such fractional shares or whether
      such fractional shares or any rights thereto shall be forfeited or otherwise
      eliminated. 

     

    (j)  Governing
      Law.
      The
      validity, construction and effect of the Plan, any rules and regulations under
      the Plan, and any Award Agreement shall be determined in accordance with the
      laws of the State of Delaware without giving effect to principles of conflict
      of
      laws, and applicable federal law. 

     

    (k)  Non-U.S.
      Laws.
      With
      respect to any Participant who is resident outside of the U.S., the Committee
      shall have the authority to adopt such modifications, procedures, Award
      Agreements and subplans as may be necessary or desirable to comply with
      provisions of the laws of non-U.S. jurisdictions in which the Company or its
      Subsidiaries may operate to assure the viability of the benefits from Awards
      granted to such Participants and to meet the objectives of the Plan.


     

    (l)  Plan
      Effective Date and Stockholder Approval; Termination of Plan.
      The
      Plan shall become effective on the Effective Date, subject to subsequent
      approval, within 12 months of its adoption by the Board, by stockholders of
      the
      Company eligible to vote in the election of directors, by a vote sufficient
      to
      meet the requirements of Code Sections 162(m) (if applicable) and 422, Rule
      16b-3 under the Exchange Act (if applicable), applicable requirements under
      the
      rules of the Nasdaq Stock Market or any national securities exchange on which
      any securities of the Company are listed for trading, and other laws,
      regulations, and obligations of the Company applicable to the Plan. Awards
      may
      be granted subject to stockholder approval, but may not be exercised or
      otherwise settled in the event the stockholder approval is not obtained. The
      Plan shall terminate at the earliest of (a) such time as no Shares remain
      available for issuance under the Plan, (b) termination of this Plan by the
      Board, or (c) the tenth anniversary of the Effective Date. Awards outstanding
      upon expiration of the Plan shall remain in effect until they have been
      exercised or terminated, or have expired.